These terms (“Terms”) cover the use of the Archie Platform (Software), an AI powered onboarding tool incorporating KYC and AML processes, developed by Xanda Ltd (Xanda, we, us). By providing the opportunity of subscribing for and/or using the Software Xanda makes an offer to you. You accept these Terms by completing a Xanda order form, by using the Software or Services, or by continuing to use the Software after being notified of a change to these Terms. Please read, print and save a copy of these Terms for your records. The agreement is dated as of the signature on the Xanda order form (Effective Date).


(1) Xanda Ltd. incorporated and registered in England and Wales with company number 3862871 whose registered office is at 1st Floor Global House, 299-303 Ballards Lane, London N12 8NP (Xanda, we, us)
(2) Your company as named on the Xanda order form (Licensee, you).
Xanda and the Licensee may each be referred to individually as a “Party” and collectively as the “Parties”.


WHEREAS, Xanda is the developer and provider of the Archie platform (Software);

NOW, THEREFORE, the parties agree as follows:


  1. 1.1. Xanda grants the Licensee a License to use the Software for its own business purposes:
    1. 1.1.1. By agreeing to abide by the terms of this Agreement, Xanda grants the Licensee a non-exclusive, non-transferable Licence to use the Software on the terms of this Agreement.
    2. 1.1.2. The Licensee may use the Software internally to help simplify the client onboarding process whilst simultaneously using AI tools to help detect erroneous and fraudulent submission.
    3. 1.1.3. Third-party software shall be deemed to be incorporated within the Software for the purposes of this Licence (except where expressly provided to the contrary) and use of the third-party software shall be subject to the third-party additional terms.
    4. 1.1.4. Xanda may treat the Licensee in breach of any third-party additional terms as a breach of this Licence.
  2. 1.2. Xanda does not sell the Software to the Licensee and remains the owner of the Software at all times.


  1. 2.1. The Licensee shall pay Xanda the Fees (see clause 4, Fees And Payments) for the rights granted under this Agreement, including the License to use the Software for its own business purposes.


  1. 3.1. Xanda agrees to provide the Licensee with access to the Software.
  2. 3.2. Xanda will provide the Licensee with technical support and bug fixing services. This does not include direct support for the Licensee ’s customers. A service desk will be provided to create and manage support requests.


  1. 4.1. The Licensee agrees to pay to Xanda the monthly fees and usage fees as listed on the Xanda order form. Usage Fees are charged per initiated process where a process is considered initiated when the Licensee’s client first engages and actively provides data to the Software.
  2. 4.2. All fees are exclusive of any applicable taxes; all such taxes will be borne by the Licensee.
  3. 4.3. Xanda shall issue invoices to the Licensee at the end of each calendar month. Each invoice will detail the number of processes initiated during the month and the total fees due. Payment will be due within 14 (fourteen) days.
  4. 4.4. Xanda will maintain accurate and detailed records of the processes initiated by the Licensee, which shall be available to the Licensee to verify the correct invoicing.


  1. 5.1. Definition of Confidential Information
    1. 5.1.1. Confidential Information means any non-public, proprietary, or confidential information, whether disclosed orally or in writing, that is disclosed by one Party (Disclosing Party) to the other Party (Receiving Party) and that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably ought to be considered confidential.
    2. 5.1.2. Confidential Information includes, but is not limited to, trade secrets, business plans, customer lists, financial information, product specifications, software, designs, drawings, and any other proprietary information.
  2. 5.2. Obligations of Confidentiality
    1. 5.2.1. The Receiving Party agrees to maintain the confidentiality of the Confidential Information and to use it solely for the purposes of this Agreement.
    2. 5.2.2. The Receiving Party shall take all reasonable steps to protect the confidentiality of the Confidential Information and shall not disclose it to any third party without the prior written consent of the Disclosing Party.
    3. 5.2.3. The Receiving Party shall restrict disclosure of the Confidential Information to those of its employees, agents, or subcontractors who need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations no less stringent than those set forth in this Agreement.
  3. 5.3. Confidential Information does not include information that:
    1. 5.3.1. is or becomes publicly known through no breach of this Agreement by the Receiving Party;
    2. 5.3.2. was in the Receiving Party’s possession before receipt from the Disclosing Party, as evidenced by the Receiving Party’s written records;
    3. 5.3.3. is received by the Receiving Party from a third party without breach of any obligation of confidentiality;
    4. 5.3.4. is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records; or
    5. 5.3.5. is disclosed with the prior written consent of the Disclosing Party.
  4. 5.4. Mandatory Disclosure
    1. 5.4.1. If the Receiving Party is required by law or a valid court order to disclose any Confidential Information, it shall promptly notify the Disclosing Party in writing, unless prohibited by law, to allow the Disclosing Party to seek a protective order or other appropriate remedy.
    2. 5.4.2. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally required to disclose and shall use its reasonable efforts to obtain confidential treatment for any Confidential Information that is so disclosed.
  5. 5.5. Return or Destruction of Confidential Information
    1. 5.5.1. Upon termination or expiration of this Agreement, or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all materials containing Confidential Information, including all copies, extracts, and summaries thereof.
    2. 5.5.2. If the Receiving Party chooses to destroy the Confidential Information, it shall provide written certification of such destruction to the Disclosing Party within thirty (30) days of the Disclosing Party’s request.
  6. 5.6. Duration of Confidentiality Obligations
    1. 5.6.1. The obligations of confidentiality set forth in this Agreement shall continue for a period of two (2) years after the termination or expiration of this Agreement, regardless of the cause of termination.
  7. 5.7. Remedies
    1. 5.7.1. The Receiving Party acknowledges that any breach of its confidentiality obligations may cause irreparable harm to the Disclosing Party, for which monetary damages may not be an adequate remedy. Accordingly, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other form of equitable relief, without the necessity of posting a bond or proving actual damages, in addition to any other remedies available at law or in equity.


  1. 6.1. The Agreement shall commence on the Effective Date and continue for 12 (twelve) months, automatically renewing for subsequent twelve (12) month terms unless terminated earlier according to the provisions herein.
  2. 6.2. Either Party may terminate this Agreement on providing one (1) months’ notice after the initial 12 (twelve) months, or termination can occur immediately upon any material breach not remedied within thirty (30) days of written notice.
  3. 6.3. On termination for any reason:
    1. 6.3.1. all rights and Licences granted to the Licensee under this Agreement shall cease;
    2. 6.3.2. the Licensee must immediately cease all activities authorised by this Agreement; and
    3. 6.3.3. the Licensee must immediately destroy or return to us (at our option) all copies of any supplied documents in your possession, custody or control and, in the case of destruction, certify to us that you have done so.


  1. 7.1. Except as expressly set out in this Agreement or as permitted by any local law, the Licensee undertakes:
    1. 7.1.1. not to copy the Software except where such copying is incidental to normal use of the Software, or where it is necessary for the purpose of back-up or operational security;
    2. 7.1.2. not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software, besides enabling your Licensee network as authorised in this Agreement.
    3. 7.1.3. not to make alterations to, or modifications of, the whole or any part of the Software, nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs;
    4. 7.1.4. not to disassemble, decompile, reverse-engineer or create derivative works or competing software packages based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
      1. is used only for the purpose of achieving inter-operability of the Software with another software program; and
      2. is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
      3. is not used to create any software which is substantially similar to the Software;
    5. 7.1.5. to supervise and control use of the Software and ensure that the Software is used by your employees in accordance with the terms of this Licence;
    6. 7.1.6. to include our copyright notice on all entire and partial copies you make of the Software on any medium;
    7. 7.1.7. not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us; and
    8. 7.1.8. to comply with all applicable technology control or export laws and regulations.


  1. 8.1. The Licensee acknowledges that any Open-Source Software provided by Xanda is provided “as is” and expressly subject to the disclaimer in Condition 8.2.
  2. 8.2. All other conditions, warranties or other terms which might have effect between you and us or be implied or incorporated into this Licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.


  1. 9.1. The Licensee must defend, indemnify and hold Xanda harmless against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with their use of the Software, provided that:
    1. 9.1.1. The Licensee is given prompt notice of any such claim;
    2. 9.1.2. Xanda provides reasonable co-operation to the Licensee in the defence and settlement of such claim, at the Licensee’s expense; and
    3. 9.1.3. The Licensee is given sole authority to defend or settle the claim.


  1. 10.1. The Licensee acknowledge that the Software has not been developed to meet their individual requirements, including any particular cybersecurity requirements they might be subject to under law or otherwise, and that it is therefore the Licensee’s responsibility to ensure that the facilities and functions of the Software meet their requirements.
  2. 10.2. Xanda shall not in any circumstances whatever be liable to the Licensee, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement for:
    1. 10.2.1. loss of profits, sales, business, or revenue;
    2. 10.2.2. business interruption;
    3. 10.2.3. loss of anticipated savings;
    4. 10.2.4. loss or corruption of data or information;
    5. 10.2.5. loss of business opportunity, goodwill or reputation;
    6. 10.2.6. where any of the losses set out in Condition 10.2.1 to Condition 10.2.4 are direct or indirect; or
    7. 10.2.7. any special, indirect or consequential loss, damage, charges or expenses.
  3. 10.3. Other than the losses set out in Condition 10.2, Xanda’s maximum aggregate liability under or in connection with this Licence whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to 100% of the fees charged in the preceding 12 month period of any written notice of a claim. This maximum cap does not apply to Condition 10.4.
  4. 10.4. Nothing in this Agreement shall limit or exclude liability for:
    1. 10.4.1. death or personal injury resulting from our negligence;
    2. 10.4.2. fraud or fraudulent misrepresentation;
    3. 10.4.3. any other liability that cannot be excluded or limited by English law.
  5. 10.5. This Agreement sets out the full extent of Xanda obligations and liabilities in respect of the supply of the Software. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on Xanda. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.


  1. 11.1. Compliance with Data Protection Laws: Both Parties agree to fully comply with all applicable data protection laws, including but not limited to the General Data Protection Regulation (GDPR) and any other relevant national laws governing the handling, processing, and storage of personal data. This compliance extends to any amendments or updates to these laws during the term of this Agreement.
  2. 11.2. Xanda will only use collected data exclusively for the purpose of improving the AI models within the Software. This enhancement will focus on refining the platform’s capabilities to identify fraudulent submissions thereby improving the service quality of the Software.
  4. 11.3. Roles and Responsibilities
    1. 11.3.1. Data Controller: The Licensee is acknowledged as the data controller under this Agreement. The Licensee determines the purposes and means of processing personal data of its customers.
    2. 11.3.2. Data Processor: Xanda acts as a data processor, processing personal data on behalf of the Licensee as per the instructions received from the Licensee. Xanda will not process personal data for any other purpose than those detailed in this Agreement or otherwise instructed by the Licensee in writing. Xanda will ensure that access to the data is strictly limited to personnel who need access to it to supply the Services and who are bound by confidentiality obligations.
    3. 11.3.3. Data Protection Measures: Xanda agrees to implement and maintain appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. These measures shall be appropriate to the harm that might result from such events and the nature of the data protected.
  5. 11.4. Sub processors
    1. 11.4.1. Xanda may engage Sub processors to process personal data under this Agreement. Any such Sub processors will be bound by data processing terms that provide at least the same level of data protection as those set out in this Agreement.
    2. 11.4.2. The Licensee will be notified in writing of any intended changes concerning the addition or replacement of Sub processors, giving the Licensee the opportunity to object to such changes.
  6. 11.5. Data Subject Rights
    1. 11.5.1. Xanda shall assist the Licensee, where possible, in fulfilling its obligations to respond to requests for exercising the data subject’s rights under the GDPR. This includes rights related to access, correction, deletion, data portability, restriction of processing, and the right to object to processing.
    2. 11.5.2. Xanda shall notify the Licensee without undue delay after becoming aware of any personal data breach affecting data processed on behalf of the Licensee.
  7. 11.6. Duration of Data Processing
    1. 11.6.1. Xanda will process personal data only for the duration of this Agreement, unless otherwise agreed upon in writing.


  1. 12.1. Support Requests and Bug Notifications:
    1. 12.1.1. Initial Response: Xanda commits to acknowledging any support requests or bug notifications from the Licensee within four (4) working hours. These hours are defined as within the standard working hours from Monday to Friday, 9:00 AM to 5:00 PM UK time, excluding UK public holidays and the period between Christmas Eve and New Year’s Eve.
    2. 12.1.2. Support Scope: Xanda will provide technical support and assistance directly to the Licensee in relation to their use of the Software. This support includes troubleshooting, guidance on existing software features and bug fixing.
    3. 12.1.3. Exclusion of Third-Party Support: It is expressly understood that Xanda’s obligation to provide support extends only to the Licensee and does not encompass support for the Licensee’s own customers or end users. Any support required by the Licensee’s customers should be handled directly by the Licensee, unless otherwise agreed upon in a separate agreement.
  2. 12.2. Resolution Times
    1. 12.2.1. Critical: affecting all users with system downtime — resolution within 1 business day.
    2. 12.2.2. High: affecting a large number of users with significant functionality issues — resolution within 3 business days.
    3. 12.2.3. Medium: localized issues affecting some users — resolution within 5 business days.
    4. 12.2.4. Low: minor issues not affecting immediate business operations — resolution within 10 business days.
    5. 12.2.5. These timelines are targets and Xanda will make every reasonable effort to adhere to them. Actual resolution times may vary depending on the nature and complexity of the issue.
  3. 12.3. Service Reviews
    1. 12.3.1. Xanda agrees to conduct periodic reviews of service performance and issue resolution metrics with the Licensee. These reviews will help ensure that the service levels are being maintained and to discuss any potential service improvements. Reviews will typically be scheduled quarterly unless otherwise requested by the Licensee.


  1. 13.1. The Licensee acknowledges that all intellectual property rights in the Software anywhere in the world belong to Xanda, that rights in the Software are licensed (not sold) to the Licensee and that they (the Licensee) have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement.
  2. 13.2. The Licensee acknowledges that they have no right to have access to the Software in source code form.


  1. 14.1. This Agreement constitutes the entire agreement between the Parties. No amendment or waiver is binding unless executed in writing by both parties.
  2. 14.2. Step-by-Step Resolution Process:
    1. 14.2.1. Initial Notification: Any dispute, disagreement, or claim arising from or related to this Agreement must be initially communicated in writing between the Parties. The Party raising the dispute should provide a detailed description of the issue, including specific grievances and the proposed remedy. The notification must be provided to the other Party within thirty (30) days of the dispute arising.
    2. 14.2.2. Internal Resolution Effort: Upon receiving notice of the dispute, the Parties shall first attempt to resolve the issue internally in good faith. The designated representatives from each Party, typically senior managers or officers, shall meet or communicate directly to discuss the dispute and seek a resolution. This initial attempt at resolution should be made within thirty (30) days from the date of the dispute notification.
    3. 14.2.3. Evidence-Based Review: If the initial discussions do not resolve the dispute, each party may present additional evidence or documentation to support their position. This evidence should be submitted within thirty (30) days following the initial discussions and a second meeting between the Parties should occur within thirty (30) days of the evidence submission to reevaluate the situation.
    4. 14.2.4. Escalation to Senior Executives: Should the dispute remain unresolved after the evidence-based review, the matter shall be escalated to senior executives of each party. The executives shall meet or communicate within thirty (30) days to attempt a resolution based on the discussions and evidence presented.
    5. 14.2.5. Mediation: If the dispute cannot be resolved internally even after escalation to senior executives, the Parties agree to enter into mediation. A neutral third-party mediator will be jointly selected by the parties. Mediation shall commence within thirty (30) days after either party declares that the internal resolution process has failed. Each party shall bear its own costs related to the mediation and share equally the mediator’s fees, unless otherwise agreed in writing during the mediation.
    6. 14.2.6. Continuation of Service and Confidentiality: Throughout the dispute resolution process, both Parties agree to continue to fulfil their obligations under the Agreement unless otherwise terminated in accordance with the terms of this agreement. The proceedings of the dispute resolution, including the discussions held, evidence submitted, and outcomes proposed, shall be confidential and treated as compromise negotiations under the applicable laws of evidence.
  4. 14.3. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
  5. 14.4. Any disputes arising out of or in connection with this Agreement shall be resolved through good faith negotiations. If the dispute cannot be resolved within thirty (30) days, it shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
  6. 14.5. Nothing in this Agreement shall be construed to create a joint venture, or employer-employee relationship between the parties.
  7. 14.6. Each party shall act as an independent contractor and neither party shall have the authority to bind the other in any way.
  8. 14.7. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.


  1. 15.1. “Force Majeure” refers to any event beyond the reasonable control of a Party, which prevents that party from performing its obligations under this Agreement, and which could not have been prevented by reasonable precautions and cannot reasonably be circumvented by the affected party through the use of alternate sources, workaround plans, or other means. Examples of such events include, but are not limited to, acts of God, floods, fires, earthquakes, hurricanes, or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labour, or materials; governmental action, provided that the governmental action is not taken in response to the affected party’s failure to comply with any law or regulation.
  2. 15.2. Notification: In the event of a force majeure, the affected party must notify the other party promptly, providing details of the force majeure event and its impact on the party’s ability to perform its obligations under this Agreement. This notification shall occur no later than thirty (30) days from the onset of the force majeure event.
  3. 15.3. Suspension of Performance: Upon occurrence of a force majeure event, the obligations of the affected party under this Agreement that have been impacted by the force majeure event are suspended during the duration of the delay caused by such event. The affected party must take all reasonable efforts to mitigate the impact of the force majeure event upon its performance and must resume the performance of its obligations as soon as the event is over.
  4. 15.4. Right to Terminate: If the duration of the force majeure event continues for more than 180 days, either party may terminate this Agreement upon written notice to the other party. Termination under this clause shall be without prejudice to the rights of the parties regarding obligations accrued prior to the termination.
  5. 15.5. Excuse of Non-performance: Neither party shall be considered in breach of this Agreement to the extent that performance of their obligations (except payment obligations) or attempts to cure any breach are delayed or prevented by reason of a force majeure event, provided that they comply with the requirements of this clause.